0001193125-12-191065 Sample Contracts

Contract
Employment Agreement • April 27th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • Ohio

EMPLOYMENT AGREEMENT dated as of March 12, 2012, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Robert W. Noonan (the “Executive”).

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NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN
Nonstatutory Stock Option Award Agreement • April 27th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • Tennessee

This NON-STATUTORY STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 201 , by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and (the “Grantee”).

Contract
Bill of Sale • April 27th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo

THIS BILL OF SALE is given by PACER STACKTRAIN, INC. (herein the “Seller”) to BB&T EQUIPMENT FINANCE CORPORATION, its successors and assigns (herein the “Buyer”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 27th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • Illinois

This Purchase and Sale Agreement (as amended, the “Agreement”) is made as of this 17th day of January, 2012 by and among GENERAL ELECTRIC RAILCAR SERVICES CORPORATION, a corporation organized under the laws of the State of Delaware (“Seller”), PACER INTERNATIONAL, INC., a corporation organized under the laws of the State of Tennessee (“Assignor”), and PACER STACKTRAIN, INC., a corporation organized under the laws of the State of Tennessee (“Buyer”). Seller is the owner of certain items of railroad rolling stock, which Buyer desires to purchase and Seller desires to sell.

FORM OF BILL OF SALE
Bill of Sale • April 27th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PACER STACKTRAIN, INC. (“Seller”), owner of the full legal and beneficial title to the intermodal cars described on the attached Schedule (the “Cars”), does hereby sell, grant, transfer and deliver all its right, title and interest in and to the Cars free and clear of all claims, liens, attachments and rights of others (“Liens”) to PNC EQUIPMENT FINANCE, LLC (“Purchaser”), to have and to hold the Cars forever. Seller hereby warrants to Purchaser, and its successors and assigns, that there is hereby conveyed to Purchaser good and marketable title to the Cars, free and clear of any Liens.

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